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                                        "SIDEWAYS"

                                      Screenplay by

                               Alexander Payne & Jim Taylor

                                  Based on the novel by

                                       Rex Pickett

                                       May 29, 2003

                

               UNDER THE STUDIO LOGO:

               KNOCKING at a door and distant dog BARKING.

               NOW UNDER BLACK, a CARD --

                                         SATURDAY

               The rapping, at first tentative and polite, grows insistent. 
               Then we hear someone get out of bed.

                                     MILES (O.S.)
                         ...the fuck...

               A DOOR is opened, and the black gives way to BLINDING WHITE 
               LIGHT, the way one experiences the first glimpse of day amid, 
               say, a hangover.

               A WORKER is there.

                                     MILES (O.S.)
                         Yeah?

                                     WORKER
                         Hi, Miles. Can you move your car, 
                         please?

                                     MILES (O.S.)
                         Why?

                                     WORKER
                         The painters got to put the truck 
                         in, and you didn't park too good.

                                     MILES (O.S.)
                              (a sigh, then --)
                         Yeah, hold on.

               He closes the door with a SLAM.

               EXT. MILES'S APARTMENT COMPLEX - DAY

               SUPERIMPOSE --

                                  SAN DIEGO, CALIFORNIA

               Wearing only underwear, a bathrobe and clogs, MILES RAYMOND 
               comes out of his unit and heads toward the street. He passes 
               some SIX MEXICANS waiting to work.

               He climbs into his twelve-year-old CONVERTIBLE SAAB, parked 
               far from the curb and blocking part of the driveway. The car 
               starts fitfully.

               As he pulls away, the guys begin backing up the truck.

               EXT. STREET - DAY

               Miles rounds the corner and finds a new parking spot.

               INT. CAR - CONTINUOUS

               He cuts the engine, exhales a long breath and brings his 
               hands to his head in a gesture of headache pain or just 
               anguish. He leans back in his seat, closes his eyes, and 
               soon NODS OFF.

               INT. MILES'S APARTMENT - DAY

               The door bursts open. Miles runs into the kitchen, looking 
               just past camera.

                                     MILES
                         Fuck!

               WHIP PAN TO --

               THE MICROWAVE CLOCK that reads 10:50.

               ON THE PHONE --

               Miles hurriedly throws clothes into a suitcase.

                                     MILES
                         Yeah, no, I know I said I'd be there 
                         by noon, but there's been all this 
                         work going on at my building, and 
                         it's like a total nightmare, and I 
                         had a bunch of stuff to deal with 
                         this morning. But I'm on my way. I'm 
                         out the door right this second. It's 
                         going to be great. Yeah. Bye.

               INT. MILES'S BATHROOM - DAY

               ON THE TOILET --

               Miles has a BOOK propped open on his knees. He turns a page, 
               lost in his reading.

               LATER --

               Miles SHOWERS.

               IN THE MIRROR --

               Miles FLOSSES.

               INT. COFFEE HOUSE - DAY

               Miles finally makes it to the front of the line.

                                     BARISTA
                         Hey, Miles.

                                     MILES
                         Hey, Simon. Triple espresso, please.

                                     BARISTA
                         Rough night, huh?
                              (ringing it up)
                         For here?

                                     MILES
                         No, I'm running late. Make it to go. 
                         And give me a New York Times and...
                              (scanning the display 
                              case)
                         ...a spinach croissant.

               EXT. 5 FREEWAY ENTRANCE RAMP - DAY

               Miles's Saab chugs up the ramp and merges.

               INSERT - NEW YORK TIMES CROSSWORD PUZZLE --

               -- pressed against the STEERING WHEEL. The puzzle is about 
               1/3 finished.

               EXT. 5 FREEWAY - DAY

               As though from an adjacent car, we see Miles driving while 
               carefully filling in an answer.

               INT./EXT. SAAB - DAY

               THROUGH THE WINDSHIELD --

               A SIGN reads:

                                   RANCHO PALOS VERDES
                                   PALOS VERDES ESTATES
                                         1/4 MILE

               PAN TO MILES as he signals to change lanes. The finished 
               puzzle lies on the passenger seat.

               EXT. PALOS VERDES STREET - DAY

               The houses on this block are blandly palatial as in so many 
               affluent Southern California suburbs.

               Miles's car pull into the driveway behind an older BMW and 
               two LEXI. He gets out and trots toward the front door.

               INT. ERGANIAN HOUSE - DAY

               A GIANT PROJECTION TV --

               In a large split-level living room displays a GOLF TOURNAMENT.

               WIDE --

               Watching from the ultra-comfortable furniture are MIKE 
               ERGANIAN, a tanned, silver-haired real estate caudillo; bride-
               to-be CHRISTINE ERGANIAN, his oldest daughter; and JACK 
               LOPATE, wearing bowling shirt, shorts and flip-flops.

               MRS. ERGANIAN, a warm and elegant housewife, shows Miles 
               into the room.

                                     MRS. ERGANIAN
                         Look what the cat dragged!

                                     MILES
                         Hi, everybody.

               Mr. Erganian and Jack get to their feet and shake hands with 
               Miles. Jack remains affable, but we can discern his genuine 
               irritation.

                                     JACK
                         About time you got here, bud. Mr. 
                         Prompt.

                                     MR. ERGANIAN
                         We were thinking maybe you took the 
                         wrong way and went to Tijuana and 
                         they didn't let you back in.

               The Erganians laugh. Miles works up a smile too.

                                     MILES
                         I had to bribe them.

               More lame laughter.

                                     CHRISTINE
                         Hey, Miles.

                                     MILES
                              (leaning in to kiss 
                              Christine)
                         Seriously though, the freeway was 
                         unbelievable today. Unbelievable. 
                         Bumper to bumper the whole way. People 
                         getting an early start on the weekend, 
                         I guess. Granted I got a late start, 
                         but still.

               Although Mr. Erganian presses MUTE on the remote, he keeps 
               watching for an extended moment, as do Jack and Miles.

                                     MRS. ERGANIAN
                         Christine, why don't you ask Miles 
                         about the cake?

                                     CHRISTINE
                         Oh, good idea. Here, Miles, come to 
                         the kitchen with me.

                                     JACK
                         Don't bother him with that. We got 
                         to get going.

                                     CHRISTINE
                              (taking Miles's hand)
                         It'll just take a second.

               INT. ERGANIAN KITCHEN - DAY

               Jack and the Erganians surround Miles as he eats from a plate 
               with two pieces of CAKE -- one white, one dark.

                                     MRS. ERGANIAN
                         Jack tells us you are publishing a 
                         book. Congratulations.

                                     MR. ERGANIAN
                         Yes, congratulations.

               Miles shoots Jack a look. Mr. Erganian gets some ice cubes 
               from the refrigerator door.

                                     MILES
                         Yeah, well, it's not exactly finalized 
                         yet, but, um, there has been some 
                         interest and --

                                     MRS. ERGANIAN
                              (to Jack)
                         Your friend is modest.

                                     JACK
                         Yeah, Miles, don't be so modest. 
                         Indulge them. Don't make me out to 
                         be a liar.

                                     MR. ERGANIAN
                         What subject is your book? Non-
                         fiction?

                                     MILES
                         No, it's a novel. Fiction. Although 
                         there's a lot from my own life, so I 
                         guess technically some of it is non-
                         fiction.

                                     MR. ERGANIAN
                         Good, I like non-fiction. There is 
                         so much to know about the world that 
                         I think reading a story someone just 
                         invented is kind of a waste of time.

                                     CHRISTINE
                         So which one do you like better?

                                     MILES
                         I like them both, but if pressed I'd 
                         have to say I prefer the dark.

                                     JACK
                              (to Christine)
                         See?

               INT. SAAB - CONTINUOUS

               IN A REAR VIEW MIRROR --

               The Erganians wave good-bye.

               INSIDE THE CAR --

               Miles accelerates as he and Jack wave back.

                                     JACK
                         Where the fuck were you, man? I was 
                         dying in there. We were supposed to 
                         be a hundred miles away by now.

                                     MILES
                         I can't help the traffic.

                                     JACK
                         Come on. You're fucking hungover.

                                     MILES
                         Okay, there was a tasting last night. 
                         But I wanted to get us some stuff 
                         for the ride up. Check out the box.

               Jack turns around, and starts rooting around in a CARDBOARD 
               WINE BOX.

                                     MILES
                         Why did you tell them my book was 
                         being published?

                                     JACK
                         You said you had it all lined up.

                                     MILES
                         No, I didn't. What I said was that 
                         my agent had heard there was some 
                         interest at Conundrum...

                                     JACK
                         Yeah, Conundrum.

                                     MILES
                         ...and that one of the editors was 
                         passing it up to a senior editor. 
                         She was supposed to hear something 
                         this week, but now it's next week, 
                         and... It's always like this. It's 
                         always a fucking waiting game. I've 
                         been through it too many times 
                         already.

                                     JACK
                         I don't know. Senior editor? Sounds 
                         like you're in to me.

                                     MILES
                         It's a long shot, all right? And 
                         Conundrum is just a small specialty 
                         press anyway. I'm not getting my 
                         hopes up. I've stopped caring. That's 
                         it. I've stopped caring.

               Jack sits back in his seat holding up a bottle of CHAMPAGNE 
               and TWO GLASSES.

                                     JACK
                         But I know it's going to happen this 
                         time. I can feel it. This is the 
                         one. I'm proud of you, man. You're 
                         the smartest guy I know.

               Jack now begins to remove the foil from the champagne bottle.

                                     MILES
                         Don't open that now. It's warm.

                                     JACK
                         Come on, we're celebrating. I say we 
                         pop it.

                                     MILES
                         That's a 1992 Byron. It's really 
                         rare. Don't open it now. I've been 
                         saving it!

               Jack untwists the wire. Instantly the cork pops off, and a 
               fountain of champagne erupts.

                                     MILES
                         For Christ's Sake, Jack! You just 
                         wasted like half of it!

               Jack begins pouring two glasses.

                                     JACK
                         Shut up.
                              (handing Miles a glass)
                         Here's to a great week.

                                     MILES
                              (coming around)
                         Yes. Absolutely. Despite your crass 
                         behavior, I'm really glad we're 
                         finally getting this time together.

                                     JACK
                         Yeah.

                                     MILES
                         You know how long I've been begging 
                         to take you on the wine tour. I was 
                         beginning to think it was never going 
                         to happen.

               They clink and drink.

                                     JACK
                         Oh, that's tasty.

                                     MILES
                         100% Pinot Noir. Single vineyard. 
                         They don't even make it anymore.

                                     JACK
                         Pinot Noir? How come it's white? 
                         Doesn't noir mean dark?

                                     MILES
                         Jesus. Don't ask questions like that 
                         up in the wine country. They'll think 
                         you're a moron.

                                     JACK
                         Just tell me.

                                     MILES
                         Color in the red wines comes from 
                         the skins. This juice is free run, 
                         so there's no skin contact in the 
                         fermentation, ergo no color.

                                     JACK
                              (not really listening)
                         Sure is tasty.

               EXT. FREEWAY - DAY

               The Saab heads north.

               INT. SAAB - DAY

               The boys continue to drink and drive.

                                     MILES
                         Did you read the latest draft, by 
                         the way?

                                     JACK
                         Oh, yeah. Yeah.

                                     MILES
                         And?

                                     JACK
                         I liked it a lot. A lot of 
                         improvements. It just seemed overall, 
                         I don't know, tighter, more... 
                         congealed or something.

                                     MILES
                         How about the new ending? Did you 
                         like that?

                                     JACK
                         Oh yeah. Much better.

                                     MILES
                         There is no new ending. Page 750 on 
                         is exactly the same.

                                     JACK
                         Well, then I guess it must have felt 
                         new because everything leading up to 
                         it was so different.

               INT. GAS STATION #1 - DAY

               Miles is pumping gas. Jack is stretching his legs nearby or 
               perhaps cleaning the windshield.

               A CELLPHONE RINGS. Jack reaches into his pocket.

                                     JACK
                              (looking at the phone)
                         It's Christine.
                              (snapping it open)
                         Hey you.

                                     CHRISTINE (ON PHONE)
                         You guys having fun?

               Christine's voice is so loud that Jack has to hold the phone 
               away from his ear.

                                     JACK
                         Yeah. All twenty minutes so far have 
                         been a blast.

                                     CHRISTINE (ON THE PHONE)
                         Good. That's good.

               A silence, then --

                                     JACK
                         So what's up?

                                     CHRISTINE (ON THE PHONE)
                         Just seeing how you're doing. And, 
                         um, Mom and I were starting to look 
                         over the seating charts again, and 
                         we're wondering if you wanted Tony 
                         Levin to sit next to the Feldmans, 
                         or should he be at one of the singles 
                         tables?

               Jack looks at Miles in a mute appeal for sympathy.

                                     CHRISTINE (ON THE PHONE)
                         So what do you think? With the 
                         Feldmans?

               Jack hasn't even really heard the question.

                                     JACK
                         Yeah. The Feldmans.

               As the conversation continues, Miles replaces the GAS PUMP, 
               screws the GAS CAP back on, and together the guys get back 
               into the car. We DRIVE AWAY WITH THEM.

                                     CHRISTINE (ON THE PHONE)
                         Really? Because I don't know, I was 
                         thinking that --

                                     JACK
                         Well, then put him at the singles 
                         table.

                                     CHRISTINE (ON THE PHONE)
                         The problem with that is that then 
                         there's one extra --

                                     JACK
                         Then put him with the Feldmans. 
                         Whatever you and your Mom decide is 
                         fine with me.

                                     CHRISTINE (ON THE PHONE)
                         Don't dismiss me. I'm trying to 
                         include you in this decision. He's 
                         your friend.

                                     JACK
                         I didn't dismiss you. I told you 
                         what I thought, but it didn't seem 
                         to matter, so you decide. Besides, 
                         this is supposed to be my time with 
                         Miles. I hope you're not going to 
                         call every five minutes.

                                     CHRISTINE (ON THE PHONE)
                         I'm not going to call every five 
                         minutes, but this is important.

                                     JACK
                         Honey, I'm just saying you know I 
                         need a little space before the 
                         wedding. Isn't that the point of 
                         this? Isn't that what we talked about 
                         with Dr. Gertler?

               A silence. Then --

                                     CHRISTINE (ON THE PHONE)
                         Why are you being so defensive?

                                     JACK
                         I don't know, Christine. Perhaps 
                         it's because I feel attacked.

                                     CHRISTINE (ON THE PHONE)
                         I ask you one simple question, and 
                         suddenly I'm attacking you.

                                     JACK
                         Listen. I'll call you when we get 
                         there, and we can talk about it then, 
                         okay?

                                     CHRISTINE (ON THE PHONE)
                         Bye.

                                     JACK
                         I love you.

                                     CHRISTINE (ON THE PHONE)
                         Bye.

               Jack SLAMS his cellphone shut, momentarily blinded with rage.

                                     MILES
                         Tony Levin? Why did you fucking invite 
                         Tony Levin?

               EXT. 405 FREEWAY - LATE AFTERNOON

               The Saab heads north -- now passing through LOS ANGELES.

               INT./EXT. SAAB - LATE AFTERNOON

               Miles signals and begins to head for an EXIT.

                                     JACK
                         Whoa, why are we getting off?

                                     MILES
                         I've just got to make one quick stop. 
                         Won't take a second.  

                                     JACK
                         What?

                                     MILES
                         I thought we could just say a quick 
                         hello to my mother.

                                     JACK
                         Your mother? Jesus, Miles, we were 
                         supposed to be up there hours ago.

                                     MILES
                         It's her birthday tomorrow. And I 
                         don't feel right driving by her house 
                         and not stopping in, okay? It'll 
                         just take a second. She's right off 
                         the freeway.

               EXT. 101 FREEWAY - LATE AFTERNOON

               The Saab takes an EXIT.

                                     JACK (O.S.)
                         How old's she going to be?

                                     MILES (O.S.)
                         Um... seventy... something.

                                     JACK (O.S.)
                         That's a good age.

               OMIT.

               OMIT. 

               EXT. CONDO COMMUNITY STREET - DUSK

               The Saab rounds a corner and parks in front of a modest CONDO.

               SUPERIMPOSE:

                                    OXNARD, CALIFORNIA

               EXT. MILES'S MOTHER'S CONDO - DUSK

               Approaching the front door, Miles pulls a BOUQUET OF FLOWERS 
               out of a plastic grocery store bag. Jack carries a bottle of 
               CHAMPAGNE.

               Miles pulls a BIRTHDAY CARD out of the bag too.

                                     MILES
                         Wait a second.

               He pulls a PEN from his pocket and signs it. As he licks the 
               envelope, Jack rings the bell.

               Moments later PHYLLIS comes to the door. She is a matronly 
               older woman in a nightgown and housecoat.

                                     MILES AND JACK
                         Surprise! Happy Birthday!

               The boys offer up the flowers and champagne. Phyllis slurs 
               slightly as she speaks -- she's been doing some celebrating 
               of her own.

                                     PHYLLIS
                         My God. Miles. And Jack! What a 
                         surprise. I can't remember the last 
                         time you brought me flowers.

               They hug.

                                     JACK
                         They're from both of us.

                                     PHYLLIS
                         A famous actor bringing me flowers 
                         on my birthday. Don't I feel special?

                                     MILES
                         A famous actor who's getting married 
                         next week.

                                     PHYLLIS
                         Oh, that's right. Isn't that nice? I 
                         hope that girls knows how lucky she 
                         is, marrying no less than Derek 
                         Summersby.

               The boys follow her inside.

               INT. MILES'S MOTHER'S CONDO - CONTINUOUS

                                     JACK
                         Jeez, Mrs. Raymond, that was eleven 
                         years ago.

                                     PHYLLIS
                         Well, you were wonderful on that 
                         show. I never understood why they 
                         had to give you that brain tumor so 
                         soon. Why that didn't make you the 
                         biggest movie star in the world is a 
                         sin. It's a sin.

                                     JACK
                         Yeah, well, you should be my agent.

                                     PHYLLIS
                         If I was, I would sing your praises 
                         up and down the street until they 
                         put me in the loony bin. Now Miles, 
                         why didn't you tell me you were coming 
                         and bringing this handsome man? Look 
                         how I'm dressed. I've got to run and 
                         put my face on.  

                                     JACK
                         You look fabulous, Mrs. Raymond.

                                     PHYLLIS
                              (over her shoulder)
                         Oh, stop it. Make yourselves 
                         comfortable.
                              (now around the corner)
                         You boys hungry?

                                     MILES
                         Yeah, I'm hungry.

               Jack gives Miles a look.

                                     MILES
                              (low)
                         Just a snack. Calm down.

               Miles leads Jack into this small condo. The TV is on, and 
               it's MESSY. Amid the newspapers and junk mail and dishes, an 
               AB-ROLLER and an ancient SCHWINN EXER-CYCLE sit forgotten in 
               a corner.

               INT. MILES'S MOTHER'S KITCHEN - NIGHT

               Miles finishes twisting ice trays into a MOP BUCKET as it 
               fills with water in the sink. He puts the champagne in and 
               carries it into the --

               INT. MILES'S MOTHER'S LIVING ROOM - CONTINUOUS

               He takes a seat on the sofa next to Jack, who is watching 
               WHO WANTS TO BE A MILLIONAIRE?

                                     MILES
                         Let me show you something. The secret 
                         to opening champagne is that once 
                         the cork is released, you keep 
                         pressure on it so you don't --

                                     JACK
                              (concentrated on the 
                              TV)
                         Just a second. Guy's going for $2500.

               Miles finishes opening the bottle with an elegant silence.

                                     PHYLLIS (O.S.)
                         Ready for my close up!

               The boys turn to see Phyllis now dolled up in thick make-up 
               and a PANTSUIT. Her eyebrows are painted and cock-eyed. 
               Overall she looks much worse than before.

                                     PHYLLIS
                         Oh, champagne! Miles, why don't you 
                         bring that out onto the lanai? I 
                         thought we could eat on the lanai.

               EXT. MILES'S MOTHER'S LANAI - NIGHT

               Miles and Jack are seated in webbed chairs around a circular 
               glass table. They are mid-meal.

               Everyone is more than a little lubricated, especially the 
               birthday girl as she returns from the kitchen with another 
               plate of food.

                                     JACK
                         Mrs. Raymond, this is delicious. 
                         Absolutely delicious.

                                     PHYLLIS
                              (sitting)
                         They're just leftovers.

                                     JACK
                         Is it chicken?

                                     PHYLLIS
                         I could have made something fancier 
                         if a certain someone had let me know 
                         that a certain someone was coming 
                         for a visit with a certain special 
                         friend. Could have made a pork roast.

                                     MILES
                         It was a surprise, Mom.

                                     PHYLLIS
                         And I could have already put clean 
                         sheets on the other bed and the fold-
                         out. You are staying. Wendy, Ron and 
                         the twins are picking us up at 11:30 
                         to go to brunch at the Sheraton. 
                         They do a magnificent job there. 
                         Wendy is so excited you're coming.

               Silence. Jack freezes, his fork halfway to his mouth.

                                     MILES
                         You talked to Wendy?

                                     PHYLLIS
                         Just now. She's thrilled. And the 
                         kids.

                                     MILES
                              (trying to be chipper)
                         Yeah, well. You know, Jack's pretty 
                         eager to get up to... you know, but, 
                         uh, yeah. We'll see how it goes.

                                     PHYLLIS
                         Well, you boys do what you want. I 
                         just think it would be nice for us 
                         to be together as a family on my 
                         birthday.

                                     MILES
                         Uh-huh.
                              (wiping his mouth)
                         I'll be right back.

               He gets up and heads into the house.

               INT. MILES'S APARTMENT HALLWAY - NIGHT

               Miles heads toward...

               INT. MILES'S APARTMENT BEDROOM - NIGHT

               ...and goes directly to her dresser, opening a drawer filled 
               with bras, panties and stockings.

               He burrows through his mother's lingerie until locating a 
               CAN OF RAID. A can of Raid?

               He twists open the bottom and pulls it apart, revealing it 
               to be a SECRET STASH for valuables disguised as a common 
               household product. Inside are stacks of ONE-HUNDRED DOLLAR 
               BILLS.

                                     MILES
                              (quickly peeling some 
                              off)
                         ...six, seven, eight,...
                              (one more for good 
                              luck)
                         Nine.

               His task complete, he closes the drawer, and as he stuffs 
               the bills in his pocket, his glance falls upon FRAMED PHOTOS 
               atop the dresser --

               -- A proud NINE-YEAR-OLD MILES poses in front of his childhood 
               San Diego home, showing off a WAGON filled with freshly 
               harvested lettuce. On the wagon is a hand-lettered sign --
               "10 cents a bunch."

               -- A Sears portrait shows the RAYMOND FAMILY: a much younger 
               Phyllis, her husband, and their two children -- a 12-year-
               old Miles and seven-year-old Wendy.

               -- Miles at his wedding. He and his bride VICTORIA look young 
               and attractive, their faces radiant and hopeful.

               INT. MILES'S APARTMENT BATHROOM - NIGHT

               Miles enters, flushes the toilet and leaves.

               EXT. MILES'S MOTHER'S LANAI - NIGHT

               As Miles slides open the door and takes his seat again, Jack 
               is pouring Phyllis another glass.

                                     PHYLLIS
                         And what was that other one you did, 
                         the one where you're the jogger?

                                     JACK
                         Oh, that was for, uh, wait... That 
                         was for Spray and Wash.

                                     PHYLLIS
                         Spray and Wash. That's the one.

                                     JACK
                         Yeah, I remember the girl who was in 
                         it with me. She was something.

                                     PHYLLIS
                         I just remember you jogging. So when's 
                         the wedding?

                                     MILES
                              (irritated)
                         This Saturday, Mom, remember? We 
                         told you.

                                     JACK
                         And Miles is my best man, Mrs. 
                         Raymond. My main man.

                                     PHYLLIS
                              (another drink of 
                              wine)
                         Miles, when are you going to get 
                         married again?

                                     MILES
                         I just got divorced. Phyllis.

                                     JACK
                         Two years ago, buddy.

                                     PHYLLIS
                         You should get back together with 
                         Victoria. She was good for you.

               Embarrassed for his friend, Jack just stares at his food.

                                     PHYLLIS
                         She was good for you.
                              (turning to Jack)
                         And so beautiful and intelligent. 
                         You knew her, right?

                                     JACK
                         Oh, yeah. Real well. Still do.

                                     PHYLLIS
                         I'm worried about you, Miles. Do you 
                         need some money?

                                     MILES
                         I'm fine.

               Miles takes another drink of wine.

                                                              CUT TO BLACK:

               UNDER BLACK, a CARD --

                                          SUNDAY

                                     MILES (O.S.)
                         Jack. Jack.

               INT. MILES'S APARTMENT BEDROOM - DAY

               Jack finally awakens with a start and finds Miles standing 
               above him, shaking him.

               WIDE --

               As Jack gets up, we see he has crashed on Phyllis's bed 
               adorned with all her decorative PILLOWS.

               INT. MILES'S MOTHER'S LIVING ROOM - DAY

               Still in her pantsuit and smeared makeup, Phyllis lies 
               sprawled and snoring on the sofa. On the TV, ostensibly never 
               turned off the night before, is an inane CARTOON.

               As Miles opens the front door, he spots Jack heading toward 
               the TV to turn it off. Miles waves him off.

                                     MILES
                              (a loud whisper)
                         She'll wake up.

               As they leave and Miles closes the front door quietly behind 
               him, we PAN to the flowers still wrapped and forgotten on a 
               side table.

               INT. ROADSIDE IHOP - DAY

               TWO PLATES OF FOOD float in front of two breasts tucked inside 
               a zippered uniform.

               WIDER --

               Disheveled and unshaven, Jack and Miles are served breakfast 
               by a young, innocently sexy WAITRESS. Jack leers after her.

                                     JACK
                         Fuck, man. Too early in the morning 
                         for that, you know what I mean?

                                     MILES
                         She's a kid, Jack. I don't even look 
                         at that stuff anymore.

                                     JACK
                         That's your problem, Miles.

                                     MILES
                         As if she'd even be attracted to 
                         guys like us in the first place.

                                     JACK
                         Speak for yourself. I get chicks 
                         looking at me all the time. All ages.

                                     MILES
                         It's not worth it. You pay too big a 
                         price. It's never free.

               They eat in silence a moment.

                                     JACK
                         You need to get laid.

               Miles shrugs off the comment.

                                     JACK
                         It'd be the best thing for you. You 
                         know what? I'm going to get you laid 
                         this week. That's going to be my 
                         best man gift to you. I'm not going 
                         to give you a pen knife or a gift 
                         certificate or any of that other 
                         horseshit.

                                     MILES
                         I'd rather have a knife.

                                     JACK
                         No. No. You've been officially 
                         depressed for like two years now, 
                         and you were always a negative guy 
                         anyway, even in college. Now it's 
                         worse -- you're wasting away. Teaching 
                         English to fucking eighth-graders 
                         when they should be reading what you 
                         wrote. Your books.

                                     MILES
                         I'm working on it.

               Miles concentrates on his eggs and hash browns

                                     JACK
                         You still seeing that shrink?

                                     MILES
                         I went on Monday. But I spent most 
                         of the time helping him with his 
                         computer.

                                     JACK
                         Well, I say fuck therapy and what's 
                         that stuff you take, Xanax?

                                     MILES
                         And Lexapro, yes.

                                     JACK
                         Well, I say fuck that. You need to 
                         get your joint worked on, that's 
                         what you need.

                                     MILES
                         Jack. This week is not about me. 
                         It's about you. I'm going to show 
                         you a good time. We're going to drink 
                         a lot of good wine, play some golf, 
                         eat some great food, enjoy the scenery 
                         and send you off in style.

                                     JACK
                         And get your bone smooched.

               Jack spots the waitress coming out of the kitchen and motions 
               for more coffee. She nods and smiles, indicating she'll be 
               right over. Jack returns the smile and holds up a hand to 
               signal he'll wait. Jack turns back to see Miles watching 
               him.

                                     JACK
                         What?

               EXT. CENTRAL COAST - DAY

               In a series of shots, the Saab -- now with its TOP DOWN --
               makes its way onto the 101 and travels past landmarks that 
               those familiar with the Santa Barbara area might recognize.

               MUSIC accompanies this sequence that anchors us into the 
               rhythm of a road trip.

               INT./EXT. SAAB - DAY

               The car now descends the Santa Ynez Mountains and heads toward 
               Buellton. Miles and Jack must SHOUT to be heard in the open 
               car.

                                     MILES
                         You know what? Let's take the Santa 
                         Rosa turnoff and hit Sanford first.

                                     JACK
                         Whatever's closest, man. I need a 
                         glass.

                                     MILES
                         These guys make top-notch Pinot and 
                         Chardonnay. One of the best producers 
                         in Santa Barbara county.
                              (looking out the window)
                         Look how beautiful this view is. 
                         What a day!

                                     JACK
                         I thought you hated Chardonnay.

                                     MILES
                         I like all varietals. I just don't 
                         generally like the way they manipulate 
                         Chardonnay in California -- too much 
                         oak and secondary malolactic 
                         fermentation.

               EXT. SANTA ROSA TURN-OFF - DAY

               The Saab passes over the 101 and turns onto SANTA ROSA road.

               INT./EXT. SAAB - DAY

               The boys now pass vineyards of immaculate grapevines.

                                     MILES
                         Jesus, what a day! Isn't it gorgeous? 
                         And the ocean's just right over that 
                         ridge. See, the reason this region's 
                         great for Pinot is that the cold air 
                         off the Pacific flows in at night 
                         through these transverse valleys and 
                         cools down the berries. Pinot's a 
                         very thin-skinned grape and doesn't 
                         like heat or humidity.

               Jack looks at Miles, admiring his friend's vast learning and 
               articulateness.

               The Saab now pulls of the road and makes its way down a long 
               gravel DRIVEWAY.

                                     JACK
                         Hey, Miles. I really hope your novel 
                         sells.

                                     MILES
                         Thanks, Jack. So do I.
                              (noticing)
                         Here we are.

               EXT. SANFORD TASTING ROOM - DAY

               Miles brings the car to a stop in the parking lot. As they 
               get out and walk --

                                     MILES
                         So what'd you guys finally decide on 
                         for the menu?

                                     JACK
                         I told you. Filet and salmon.

                                     MILES
                         Yeah, but how are they making the 
                         salmon? Poached with a yogurt-dill 
                         sauce? Teriyaki? Curry?

                                     JACK
                         I don't know. Salmon. Don't you always 
                         have white wine with fish?

                                     MILES
                         Oh, Jesus. Look, at some point we 
                         have to find out because it's going 
                         to make a big difference.

                                     JACK
                              (taking out his phone)
                         Let me call Christine.

                                     MILES
                         Doesn't have to be now. Let's go 
                         taste.

                                     JACK
                         I owe her a call anyway.

               Miles must curb his eagerness to go inside the tasting room 
               as Jack SPEED DIALS.

                                     JACK
                         Hey, honey. So we're up here about 
                         to taste some whites, and we need to 
                         know how the caterers are going to 
                         make the salmon.

               Jack listens, then grows suddenly impatient.

                                     JACK
                         No, I know, I didn't forget, but we 
                         wound up at Miles's mom's house, and 
                         it got really late, and it was hard 
                         to call, so I'm calling you now. I 
                         said I was sorry. Yes, I did.
                              (to Miles)
                         You heard me say I was sorry, right?

               Miles just shrugs.

                                     JACK
                         Miles heard me say I was sorry.

               As Jack gets more and more involved with the phone call, he 
               wanders off across the parking lot, progressively out of 
               earshot.

                                     JACK
                         Give me a break, will you? I just 
                         called to find out about the salmon -- 
                         for our wedding -- to be more 
                         involved, like you said -- and all 
                         you want to do is get into it about 
                         last night and, okay, I'm sorry. I'm 
                         sorry I didn't call. You're totally 
                         right. I know, but I'm trying to 
                         make this the best wedding I can 
                         with the best wine we can find. Don't 
                         I get any credit for that? Okay. 
                         Look, I've got to go. I'm out here 
                         in the parking lot, and Miles is 
                         waiting for me...

               And so it goes, Jack's voice rising and falling. Miles decides 
               to head inside.

               INT. SANFORD TASTING ROOM - DAY

               Miles is at the bar, TWO GLASSES in front of him. Jack walks 
               in and bellies up next to him.

                                     JACK
                              (proudly)
                         Baked with a butter-lime glaze.

                                     MILES
                         Now we're talking.

               CHRIS BURROUGHS, a POURER in a cowboy hat and ponytail, comes 
               over.

                                     CHRIS
                         This is the condemned man?

                                     MILES
                         Here he is. Jack, Chris. Chris, Jack.

               Chris and Jack shake hands.

                                     JACK
                         How you doing?

                                     CHRIS
                         You guys want to start with the Vin 
                         Gris?

                                     JACK
                         Sounds good.

               TWO GLASSES are filled with small amounts of PINOT NOIR VIN 
               GRIS.

                                     JACK
                         This is rose, right?

                                     MILES
                         Good, yeah, it is a rose. Only this 
                         one is rather atypically made from 
                         100% Pinot Noir.

                                     JACK
                         Pinot noir? Not again!
                              (joking, to Chris)
                         You know, not all Pinots are noir.

               They laugh.

               Miles swirls his glass in tight circles on the bar, then 
               lifts it to smell. Jack clumsily imitates Miles, perhaps 
               even spilling some wine in the process.

                                     MILES
                         Let me show you.

               We see details of what Miles now describes.

                                     MILES
                         First take your glass and examine 
                         the wine against the light. You're 
                         looking at color and clarity.

                                     JACK
                         What color is it supposed to be?

                                     MILES
                         Depends on the varietal. Just get a 
                         sense of it. Thick? Thin? Watery? 
                         Syrupy? Inky? Amber, whatever...

                                     JACK
                         Huh.

                                     MILES
                         Now tip it. What you're doing here 
                         is checking for color density as it 
                         thins toward the rim. Tells you how 
                         old it is, among other things, usually 
                         more important with reds. This is a 
                         very young wine, so it's going to 
                         retain its color pretty solidly. Now 
                         stick your nose in it.

               Jack waves the glass under his nose as if it were a perfume 
               bottle.

                                     MILES
                         Don't be shy. Get your nose in there.

               Jack now buries his nose in the glass.

                                     MILES
                         What do you smell?

                                     JACK
                         I don't know. Wine? Fermented grapes?

               Miles smells.

                                     MILES
                         There's not much there yet, but you 
                         can still find...
                              (more sniffs)
                         ...a little citrus... maybe some 
                         strawberry... passion fruit... and 
                         there's even a hint of like 
                         asparagus... or like a nutty Edam 
                         cheese.

               Jack smells again and begins to brighten.

                                     JACK
                         Huh. Maybe a little strawberry. Yeah, 
                         strawberry. I'm not so sure about 
                         the cheese.

                                     MILES
                         Now set your glass down and get some 
                         air into it.

               Miles expertly swirls the wine. Jack follows suit.

                                     MILES
                         Oxygenating it opens it up, unlocks 
                         the aroma and the flavors. Very 
                         important. Now we smell again.

               They do so. Jack smiles.

                                     MILES
                         That's what you do with every one.

                                     JACK
                         When do we get to drink it?

                                     MILES
                         Now.

               Jack gulps his wine down in one shot. Miles chews his before 
               swallowing.

                                     JACK
                         How would you rate this one?

                                     MILES
                         Usually they start you on the wines 
                         with learning disabilities, but this 
                         one's pretty damn good.
                              (to Chris)
                         This is the new one, right, Chris?

                                     CHRIS
                         Released it about two months ago.

                                     MILES
                         Nice job.

                                     CHRIS
                         We like it.

                                     JACK
                              (to Miles)
                         You know, you could work in a wine 
                         store.

                                     MILES
                         Yeah, that would be a good move.

               Now Miles notices something about Jack.

                                     MILES
                         Are you chewing gum?

                                     JACK
                         Want some?

               EXT. SOLVANG, CALIFORNIA - DAY

               The Saab passes through this Danish-themed tourist town. 

               SUPERIMPOSE --

                                         SOLVANG

               EXT. BUELLTON, CALIFORNIA - DAY

               The Saab makes its way into this very average-looking Central 
               coast town right off the freeway.

               SUPERIMPOSE --

                                         BUELLTON

               EXT. WINDMILL INN - DAY

               The Saab pulls into the parking lot of this motel. And look --
               there's the WINDMILL itself, its decorative blades motionless.  

               INT. MOTEL ROOM - DAY

               Miles and Jack enter the room and throw their suitcases onto 
               their respective beds.

               LATER --

               The sounds of a SHOWER and OFF-KEY SINGING come from the 
               bathroom while Miles sits impatiently on the bed. He pounds 
               on the wall.

                                     MILES
                         Hey Jack, hurry up!

                                     JACK (O.S.)
                         Just a minute!

               Opening the bedside drawer, Miles finds a GIDEON'S BIBLE and 
               tosses it in the trash -- apparently his hotel routine.

               EXT. HIGHWAY 246 - DUSK

               Freshly showered and dressed for dinner, Miles and Jack amble 
               along the shoulder of this busy local two-lane highway. They 
               pass a mall and a car dealership.

                                     JACK
                         I thought you said it was close. Now 
                         I'm all pitted out.

                                     MILES
                         It's not even a mile.

                                     JACK
                         We should have driven.

                                     MILES
                         Not with the wine list these people 
                         have. We don't want to hold back.

                                     JACK
                         You think I'm making a mistake 
                         marrying Christine?

                                     MILES
                         Whoa.

                                     JACK
                         Come on, do you think I'm doing the 
                         right thing? Tell the truth. You've 
                         been through it.

                                     MILES
                         Well, you waited for good reason, 
                         and you proposed to Christine for 
                         some good reason. So I think it's 
                         great. It's time. You've got to have 
                         your eyes open, that's all. I mean, 
                         look at me. I thought Victoria and I 
                         were set for life.

                                     JACK
                         Christine's dad -- he's been talking 
                         about bringing me into his property 
                         business. Showing me the ropes. And 
                         that's something, considering how 
                         long it took him to get over I'm not 
                         Armenian. So I'm thinking about it. 
                         But I don't know, might get a little 
                         incestuous. But Mike does pretty 
                         well. A lot of high-end commercial 
                         stuff.

                                     MILES
                         So you're going to stop acting?

                                     JACK
                         No way. This would just provide some 
                         stability is what I'm saying. I can 
                         always squeeze in an audition or a 
                         commercial here and there, you know, 
                         keep myself in the game in case 
                         something big comes along.

                                     MILES
                         Uh-huh.

                                     JACK
                         We're not getting any younger, right? 
                         And my career, well, it's gotten 
                         pretty, you know, frustrating. Even 
                         with my new manager. Maybe it's time 
                         to settle down.

                                     MILES
                         If that's what feels right.

                                     JACK
                              (convincing himself)
                         It does. Feels right.

                                     MILES
                         Then it's a good thing.

                                     JACK
                              (nodding, feeling 
                              better)
                         Yeah. It's good. Feels good.

               Miles leads them away from the road and across a parking 
               lot. The camera PANS to reveal --

               THE HITCHING POST, a local institution.

               INT. HITCHING POST BAR - DUSK

               Miles and Jack belly up. GARY, the Samoan bartender, spots 
               Miles and extends a welcoming hand.

                                     GARY
                         Hey, Miles. Long time no see.

                                     MILES
                         Gary.

                                     GARY
                         When's that novel of yours coming 
                         out?  We  all want to read it.

                                     MILES
                         Soon, soon. Say, this is my buddy 
                         Jack. He's getting married next week.

                                     GARY
                              (shaking Jack's hand)
                         My condolences.

                                     MILES
                         What are you pouring tonight?

                                     GARY
                         Lot of good stuff.
                              (looking at a row of 
                              bottles)
                         Got the new Bien Nacido. Want a taste?

                                     MILES
                         Absolutement.
                              (to Jack)
                         They have their own label that's 
                         just outstanding.

               Gary pours Jack and Miles a generous sample and the two men 
               swirl, sniff and taste. Jack is beginning to get the hang of 
               things.

                                     GARY
                         What do you think?

                                     MILES
                         Tight as a nun's asshole but qood 
                         concentration. Nice fruit.

                                     JACK
                         Yeah. Tight.

                                     MILES
                              (to Gary)
                         Pour us a couple.

               Gary fills their glasses and corks the bottle. Jack raises 
               his glass to toast.

                                     JACK
                         Here's to my last week of freedom.

                                     MILES
                         It's going to be great. Here's to 
                         us.

               They clink their glasses and take a drink. We linger on them 
               as Miles retreats inward and a restless Jack scans the room.

               INT. HITCHING POST DINING ROOM - NIGHT

               Jack and Miles review their menus. Jack looks up and spots a 
               PRETTY WAITRESS placing an order at the bar.

                                     JACK
                         Miles. Check it out.

               Miles glances at the waitress and returns to his menu.

                                     MILES
                         Oh, yeah. That's Maya.

                                     JACK
                         You know her?

                                     MILES
                         Sure I know Maya.

                                     JACK
                         You know that chick?

                                     MILES
                         Jack, this is where I eat when I 
                         come up here. It's practically my 
                         office. And sometimes I have a drink 
                         with the employees. Maya's great. 
                         She's worked here about a year, maybe 
                         a year and a half.

                                     JACK
                         She is very hot.

                                     MILES
                         And very nice. And very married. 
                         Check out the rock.

               Jack leans forward and squints.

                                     JACK
                         Doesn't mean shit. When Christine 
                         was a hostess at Sushi Roku, she 
                         wore a big engagement ring to keep 
                         guys from hitting on her. Think it 
                         worked? Fuck no. How do you think I 
                         met her?

                                     MILES
                         This gal's married to I think a 
                         Philosophy professor at UC Santa 
                         Barbara.

                                     JACK
                         So what's a professor's wife doing 
                         waitressing? Obviously that's over.

                                     MILES
                         You don't know anything about this 
                         woman. Calm down. Let's just eat, 
                         okay?
                              (focusing on the menu)
                         The duck is excellent and pairs nicely 
                         with the Highliner Pinot.

               Just then Maya comes by carrying a tray of food on her way 
               to another table.

                                     MAYA
                         Hey, Miles. Good to see you.

                                     MILES
                         Maya, how are you?

                                     MAYA
                         I'm doing good, good. You look great. 
                         Did you lose some weight?

                                     MILES
                         Oh, no, actually. Busy night.

                                     MAYA
                         Oh yeah, Sunday night. You guys been 
                         out tasting today?

                                     MILES
                         You know it. This is my friend Jack. 
                         Jack, Maya.

                                     JACK
                              (big smile)
                         Hiya.

                                     MAYA
                              (smiling back)
                         Hi. Well, nice to see you guys here. 
                         Bye, Miles.

               She goes.

                                     JACK
                         Jesus, she's jammin'. And she likes 
                         you. What else do you know about 
                         her?

                                     MILES
                         Well, she does know a lot about wine.

                                     JACK
                         Ooooooohh. Now we're getting 
                         somewhere.

                                     MILES
                         And she likes Pinot.

                                     JACK
                         Perfect.

                                     MILES
                         Jack, she's a fucking waitress in 
                         Buellton. How would that ever work?

                                     JACK
                         Why do you always focus on the 
                         negative? Didn't you see how friendly 
                         she was to you?

                                     MILES
                         She works for tips!

                                     JACK
                         You're blind, dude. Blind.

               Miles focuses again on the menu.

                                     MILES
                         I also recommend the ostrich. Very 
                         lean. Locally raised.

               INT. HITCHING POST BAR - NIGHT

               TWO BURGUNDY GLASSES --

               are refilled with the contents of yet another bottle of 
               Hitching Post Pinot Noir.

               Jack and Miles are enjoying a post-prandial drink.

               MILES

               Looks like he's thinking about something. Then --

                                     MILES
                         I hate Tony Levin.

               Jack swirls his wine and downs it in one gulp. Just then --

               MAYA

               Walks into the bar and takes a seat a few stools down. She 
               has changed into a black cashmere sweater and corduroys, 
               lovely but tired.

                                     MAYA
                              (to Gary)
                         Highliner, please.

                                     JACK
                         That's on us.

               Maya looks over and smiles as Gary pours her a glass from 
               their bottle.

                                     MAYA
                         Hey, guys.

               Maya gets an American Spirit Yellow out of her purse and 
               lights it while Gary pours her a glass.

                                     MILES
                         You want to join us?

                                     MAYA
                              (polite)
                         Sure.

               In no hurry, she takes a long sip of her wine, gets up and 
               comes down the bar.

                                     MAYA
                         So how's that book of yours going, 
                         Miles? I think you were almost done 
                         with it last time we talked.

                                     MILES
                         I finished it.

                                     MAYA
                         Good for you.

                                     JACK
                         It's getting published. That's what 
                         we're up here celebrating.

               Miles shoots Jack a look. Jack responds with a "don't-fuck- 
               it-up-brother" glower.

                                     MAYA
                         That's fantastic. Congratulations.

               She offers her glass, and all clink.

                                     MAYA
                              (to Jack)
                         Are you a writer too?

                                     JACK
                         No, I'm an actor.

                                     MAYA
                         Oh yeah? What kind of stuff?

                                     JACK
                         A lot of TV. I was a regular on a 
                         couple of series. And lately I've 
                         been doing a lot of commercials. 
                         National mostly.

                                     MAYA
                         Anything I'd know?

                                     JACK
                         Maybe. Recognize this?

               Jack takes a deep breath, and out comes a perfect VOICE-OVER 
               VOICE.

                                     JACK
                         "Now with low, low 5.8% APR 
                         financing."

               Maya's mouth drops open and curves into a big smile.

                                     MAYA
                         That's hilarious. You sound just 
                         like one of those guys.

                                     JACK
                         I am one of those guys.

                                     MAYA
                         You are not.

                                     MILES
                         He is.

               Jack launches into another one of his sure-fire hits.

                                     JACK
                              (very fast)
                         Consult your doctor before using 
                         this product. Side effects may include 
                         oily discharge, dizziness, hives, 
                         loss of appetite, difficulty breathing 
                         and low blood pressure. If you have 
                         diabetes or a history of kidney 
                         trouble... you're fucked!

               This makes Maya laugh a big throaty laugh. Jack joins in. 
               Nervous about Jack's aggressive flirtatiousness, Miles musters 
               a tight courtesy smile.

                                     MAYA
                              (winding down)
                         Oh. I needed that. Thank you.

               They all take a drink of wine.

                                     MAYA
                         So what are you guys up to tonight?

               Before Jack has a chance to speak --

                                     MILES
                         We're pretty wiped. Probably go back 
                         to the hotel and crash.

               This makes Maya slightly embarrassed at her apparent 
               availability, but she recovers quickly, remains breezy.

                                     MAYA
                         Yeah, I know what you mean. It's a 
                         long drive up here. Where're you 
                         staying?

                                     MILES
                         The Windmill.

                                     JACK
                         Windmill.

               Maya downs the rest of her wine, stamps out her smoke, and 
               picks up her jean jacket and purse.

                                     MAYA
                         Well, good to see you, Miles. Jack.

                                     MILES
                         See you.

               As she leaves --

                                     JACK
                         We'll catch up with you later, okay?

               But she's gone. Jack gives Miles a slow burn look.

                                     JACK
                         We'll probably go back to the hotel 
                         and crash?

               EXT. HIGHWAY - NIGHT

               The guys walk drunkenly along the shoulder as CARS WHIZ BY.

                                     JACK
                         The girl is looking to party, and 
                         you tell her we're going to go back 
                         to our motel room and crash? Jesus, 
                         Miles!

                                     MILES
                         Well, I'm tired. Aren't you tired?

                                     JACK
                         The chick digs you. She lit up like 
                         a pinball machine when she heard 
                         your novel was getting published.

                                     MILES
                         Now I've got another lie to live 
                         down. Thanks, Jack.

                                     JACK
                         I'm trying to get you some action, 
                         but you've got to help me out just a 
                         little bit.

                                     MILES
                         Didn't seem to me like that's what 
                         was going on. You were all over her.

                                     JACK
                         Somebody had to do the talking. And 
                         by the way, I was right. She's not 
                         married.

                                     MILES
                         How do you know?

                                     JACK
                         No rock. When she came to the bar, 
                         sans rock.

               INT. MOTEL ROOM - NIGHT

               The screen is absolutely BLACK.

                                     JACK
                         Single. Waitress. Getting off work. 
                         Looking for love. A little slap and 
                         tickle.

                                     MILES
                         Shut up.

                                     JACK
                         She probably went home, lit some 
                         candles, put on some relaxing music, 
                         took a nice hot bath, and laid down 
                         on her bed with her favorite vibrator.

               Jack begins to make a soft BUZZING noise, growing gradually 
               louder and more rhythmic.

                                     MILES
                         Have you no shame?

                                     JACK
                         Oooh. Oh. Miles. Miles.

                                     MILES
                         Fuck you.

               There's now a rustling noise and footsteps. Then a LIGHT is 
               flipped on in the BATHROOM.

               Miles closes the door behind him, and the only light visible 
               is at the bottom of the bathroom door.

               Miles PEES -- a series of semi-forced SHORT SQUIRTS. Then a 
               FLUSH as a door opens and the light goes off. Jack starts 
               BUZZING again.

                                     MILES
                         Shut the fuck up!

               Jack stops and Miles climbs into bed. Silence. Then --

                                     JACK
                         You need to get your prostate checked.

               UNDER BLACK --

                                          MONDAY

               EXT. BREAKFAST CAFE - DAY

               Establishing.

               INT. BREAKFAST CAFE - DAY

               Miles and Jack are glancing at the menus. For some reason 
               Jack is humorless and grumpy.

                                     MILES
                         So what're we going to have? Pigs in 
                         a blanket? The "rancher's special 
                         breakfast"? Or maybe just some grease 
                         and fat with a side of lard?

                                     JACK
                              (not amused)
                         So what's the plan today?

                                     MILES
                         We head north, begin the grape tour 
                         up there, make our way south so the 
                         more we drink the closer we get to 
                         the motel.

               Jack sarcastically taps an index finger to his temple.

                                     MILES
                         What's your problem?

               Jack exhales and looks away, as though he doesn't want to 
               get into it.

                                     MILES
                         What is it?

               Jack sucks his teeth a moment searching for the right words. 
               Then the dam bursts.

                                     JACK
                         I am going to get my nut on this 
                         trip, Miles. And you are not going 
                         to fuck it up for me with all your 
                         depression and anxiety and neg-head 
                         downer shit.

                                     MILES
                         Ooooh, now the cards are on the table.

                                     JACK
                         Yes they are. And I'm serious. Do 
                         not fuck with me. I am going to get 
                         laid before I settle down on Saturday. 
                         Do you read me?

                                     MILES
                         Sure, big guy. Whatever you say. 
                         It's your party. I'm sorry I'm in 
                         the way and dragging you down. Maybe 
                         you'd have a better time on your 
                         own. You take the car. I'll catch 
                         the train back.

                                     JACK
                         No, see, I want both of us to get 
                         crazy. We should both be cutting 
                         loose. I mean, this is our last 
                         chance. This is our week! It should 
                         be something we share.

               The older WAITRESS comes over.

                                     WAITRESS
                         Can I take your order?

                                     JACK
                         But I am warning you.

                                     MILES
                         Oatmeal, one poached egg, and rye 
                         toast. Dry.

                                     WAITRESS
                         Okay. And you?

                                     JACK
                              (glaring at Miles)
                         Pigs in a blanket. With extra syrup.

               EXT. LOVELY HIGHWAY - DAY

               The Saab winds along this beautiful road that meanders through 
               large open vineyards.

                                                               DISSOLVE TO:

               INSERT --

               A MAP and a MOVING LINE show the boys' route.

                                                               DISSOLVE TO:

               INSERT --

               GRAPES growing on the vine.

                                                               DISSOLVE TO:

               EXT. VINEYARD - DAY

               Framed by foreground grapevines, the Saab passes in the 
               distance.

                                                               DISSOLVE TO:

               INT. FOXEN WINERY - DAY

               Miles has just downed a taste of red wine.

                                     MILES
                         How much skin and stem contact?

                                     POURER
                         About four weeks.

                                     MILES
                         Huh. That explains all the tannins. 
                         And how long in oak?

                                     POURER
                         About a year.

                                     MILES
                         French or American?

                                     POURER
                         Both.

                                     MILES
                         Good stuff.

                                     JACK
                         Yeah, oak. That's a good wood.

               Just as the pourer turns away toward other TASTERS, Jack 
               GRABS the bottle and helps himself and Miles to another glass. 
               They slam back their drinks like tequila.

                                                               DISSOLVE TO:

               EXT. LOVELY AREA ON A HILL - DAY

               Miles brings the Saab to a stop, and the guys get out. Before 
               them lies an incredible view of endless vineyards.

                                     MILES
                         Nice, huh?

                                     JACK
                         Beautiful.

                                     MILES
                         Victoria and I used to like this 
                         view.
                              (lost in nostalgia)
                         Once we had a picnic here and drank 
                         a '95 Opus One. With smoked salmon 
                         and artichokes, but we didn't care.

                                     JACK
                         Miles.

                                     MILES
                         She has the best palate of any woman 
                         I've ever known. She could even 
                         differentiate Italian wines.

                                     JACK
                         Miles, I gotta tell you something. 
                         Victoria's coming to the wedding.

                                     MILES
                         I know. You told me. I'm okay with 
                         it.

                                     JACK
                         Yeah, but that's not the whole story. 
                         She got remarried.

                                     MILES
                         She what?
                              (long pause)
                         When?

                                     JACK
                         About a month ago. Six weeks.

                                     MILES
                         To that guy? That guy with the 
                         restaurant...

               Jack nods. Miles looks down at his shoes and draws a long 
               breath. Then he stiffly gets back in the open car and closes 
               the door.

                                     JACK
                         Miles... MILES...

               Miles continues to stare straight ahead.

                                     JACK
                              (exploding)
                         Jesus Christ, Miles. Get out!

                                     MILES
                         I want to go home now.

                                     JACK
                         You've been divorced for two years 
                         already. People move on. She has! 
                         It's like you enjoy self-pity. Makes 
                         you feel special or something.

                                     MILES
                         Is she bringing him to the wedding?

                                     JACK
                         What do you think?

                                     MILES
                         You drop this bombshell on me. Why 
                         didn't you tell me before?

                                     JACK
                         Because I knew you'd freak out and 
                         probably get so depressed you wouldn't 
                         even come on this trip. But then I 
                         figured here would be the best place 
                         to tell you. We're here to forget 
                         about all that shit. We're here to 
                         party!

                                     MILES
                              (undeterred)
                         I'm going to be a fucking pariah. 
                         Everyone's just going to be holding 
                         their breath to see if I'm going to 
                         get drunk and make a scene. Plus 
                         Tony fucking Levin?

                                     JACK
                         No, no, no. It's cool. I talked to 
                         Victoria. She's cool. Everyone's 
                         cool.

                                     MILES
                              (horrified)
                         You've all been talking about it? 
                         Behind my back? Talking about it?

               Miles turns and locates an open BOTTLE of wine in the back 
               seat. He uncorks it and begins to swig.

                                     JACK
                         Hey, hey, hey. No, you don't!

               Jack tries unsuccessfully to grab the bottle from Miles, but 
               Miles bolts out of the car.

               A VERY WIDE SHOT --

               Pursued by Jack, Miles dashes down the hill, all the while 
               taking huge swigs from the bottle.

               OMIT.

               EXT. LOVELY VINEYARD - CONTINUOUS

               Miles slows to walk between rows of GRAPEVINES. He polishes 
               off the bottle and tosses it. A painting Jack catches up 
               with him in the adjacent grapevine corridor.

               Miles's face crumbles as though he were about to cry. Then 
               he collapses to the ground and closes his eyes tight.

               Jack looks around impatiently for a moment. Then he squats 
               down so he can see Miles underneath the vines.

                                     JACK
                         Miles?

               Miles ignores Jack and focuses on the beautiful RIPE GRAPES 
               that surround him. They seem to distract him from his pain.

                                     JACK
                         You going to be okay?

               Miles looks up and shakes his head a definitive NO. Jack 
               can't help but LAUGH.

                                                               DISSOLVE TO:

               EXT. KALYRA WINERY PARKING LOT - DAY

               The sun hangs low as the Saab pulls into the parking lot, 
               Jack at the wheel.

               INT. KALYRA TASTING ROOM - DAY

               The pourer, a brunette in her early thirties, breaks away 
               from a BORING COUPLE down the bar. This is STEPHANIE.

                                     STEPHANIE
                         Hey, guys. How's it going?

                                     JACK
                         Excellent. My friend and I are up 
                         here doing the wine tour, and he 
                         tells me that you folks make one 
                         hell of a Syrah.

                                     STEPHANIE
                         That's what people say.

                                     MILES
                              (slurring slightly)
                         You gotta excuse him. Yesterday he 
                         didn't know Pinot Noir from film 
                         noir.

                                     JACK
                         I'm a quick learner.

               Stephanie laughs. She apparently likes big good-natured lunks 
               like Jack.

                                     MILES
                         I'm trying to teach my friend here 
                         some basics about wine over the next 
                         few days before he goes off and --

               WHOOMP! Under the bar Jack stomps on Miles's foot. Miles 
               winces.

               Stephanie slides TWO GLASSES in front of them.

                                     JACK
                         That's right -- I'm here to learn. I 
                         never had that much interest in wine 
                         before, but this trip has been very 
                         enlightening. Always like wine, of 
                         course, but I don't know. More of a 
                         beer man, really. Microbreweries.

               She THUMPS the cork off a bottle of Chardonnay.

                                     STEPHANIE
                         Well, no better way to learn than 
                         tasting.

               She pours almost flirtatious amounts.

                                     JACK
                         Now there's a girl who knows how to 
                         pour. What's your name?

                                     STEPHANIE
                         Stephanie.

                                     JACK
                         Nice.

               Jack swirls the wine as though he were by now a sommelier. 
               They look, they smell, they taste.

                                     STEPHANIE
                         So what do you think?

                                     MILES
                         Quaffable but far from transcendent.

                                     JACK
                         I like it. Tastes great. Oaky.

               Stephanie reaches for another bottle and pours. Jack's eyes 
               never leave her.

                                     STEPHANIE
                         Cabernet Franc.
                              (as they taste)
                         This is only the fifth year we've 
                         made this varietal. Very few wineries 
                         around here do a straight Cabernet 
                         Franc. It's from our vineyard up in 
                         Santa Maria. And it was a Silver 
                         Medal winner at Paso Robles last 
                         year.

                                     MILES
                         Well, I've come to never expect 
                         greatness from a Cab Franc, and this 
                         one's no exception. Sort of a flabby, 
                         overripe --

                                     JACK
                              (ignoring him)
                         Tastes good to me. You live around 
                         here, Stephanie?

                                     STEPHANIE
                         In Santa Ynez.
                              (low, to Miles)
                         And I agree with you about Cab Franc.

                                     JACK
                         Oh yeah? We're just over in Buellton. 
                         Windmill Inn.

                                     STEPHANIE
                         Oh yeah.

                                     JACK
                         You know a gal named Maya? Works at 
                         the Hitching Post?

                                     STEPHANIE
                         Sure I know Maya. Real well.

                                     JACK
                         No shit. We just had a drink with 
                         her last night. Miles knows her.

                                     MILES
                         Could we move on to the Syrah, please?

               As she turns to reach for the right bottle, Jack winks at 
               Miles. Miles shakes his head.

                                     STEPHANIE
                         This is our Estate Syrah...

               She pours each of them a full HALF GLASS.

                                     JACK
                         You're a bad, bad girl, Stephanie.

                                     STEPHANIE
                         I know. I might need to be spanked.

               She notices the boring couple, visibly annoyed that she has 
               been monopolized.

                                     STEPHANIE
                         Excuse me.

               As she wanders down the bar, Jack turns to Miles, his mouth 
               wide open.

                                     JACK
                         A bad girl, Miles. She might need to 
                         be spanked.

                                     MILES
                         Do you know how often these pourers 
                         get hit on?

               They glance down the bar at Stepanie. She smiles back.

               EXT. KALYRA WINERY PARKING LOT - DAY

               Miles is killing time by the car staring at his shoes. He 
               looks over and sees Jack waddling over from the tasting room 
               with TWO CASES OF WINE.

                                     JACK
                         Get the trunk.

                                     MILES
                         You have the keys.

               Jack puts the cases down and glances back at the building.

                                     JACK
                         We're on.

                                     MILES
                         What?

                                     JACK
                         She called Maya, who's not working 
                         tonight, so we're all going out.

                                     MILES
                         With Maya?

                                     JACK
                         Been divorced for a year now, bud.

               Jack puts the wine in the trunk, and they get in the car.

                                     JACK
                         Stephanie, holy shit. Chick had it 
                         all going on.

                                     MILES
                         Well, she is cute.

                                     JACK
                         Cute? She's a fucking hottie. And 
                         you almost tell her I'm getting 
                         married. What's the matter with you?
                              (drumming on the 
                              steering wheel)
                         Gotta love it. Gotta love it.

               INT. MOTEL ROOM - DAY

               THE TV --

               GOLF on ESPN.

               MILES AND JACK

               sit transfixed, each on his own bed. The curtains are drawn. 
               Then out of nowhere --

                                     JACK
                              (mocking)
                         You know how often these pourers get 
                         hit on?
                              (getting up)
                         I'm going for a swim. Get the blood 
                         flowing. Want to come?

                                     MILES
                         Nah. I want to watch this.

               CLOSE ON THE TV --

               A guy gets ready to putt. The announcer whispers what an 
               important moment this is. The guy misses.

               FADE TO BLACK.

               UNDER BLACK --

               The sound of an AEROSOL CAN.

                                     JACK
                         Miles. Hey, Miles. Time to get up.

               WE OPEN OUR EYES TO SEE --

               Jack spraying his feet with some Dr. Scholl's product.

               WIDE --

               Miles pulls himself out of bed and slouches toward his 
               suitcase.

                                     JACK
                         Fucking chick in the Jacuzzi --
                         goddamn, Miles, fucking going nuts 
                         up here. Whole place is wide open. 
                         Assylvania.

               Jack does some actor's weird warm-up stretch.

                                     MILES
                         So what should I wear?

                                     JACK
                         I don't know. Casual but nice. They 
                         think you're a writer.

               As Miles begins to dig through his suitcase, Jack flips open 
               his cellphone and speed-dials.

                                     JACK
                         Don't you have any other shoes?

               Miles glances as his shoes sitting sadly on the floor.

                                     JACK
                              (into the phone)
                         Hello? Oh hey, baby, just checking 
                         in. Not much. We're about to go out 
                         for dinner, probably be out pretty 
                         late, so I thought I'd say goodnight 
                         now. I know, I love you too. I miss 
                         you.

               EXT. LOS OLIVOS - NIGHT

               The boys get out of the car and walk along a timbered sidewalk 
               in this tourist town with wine tasting rooms and gourmet 
               restaurants.

                                     JACK
                         Please just try to be your normal 
                         humorous self, okay? Like who you 
                         were before the tailspin. Do you 
                         remember that guy? People love that 
                         guy. And don't forget -- your novel 
                         is coming out in the fall.

                                     MILES
                         Oh yeah? How exciting. What's it 
                         called?

                                     JACK
                         Do not sabotage me. If you want to 
                         be a lightweight, that's your call. 
                         But do not sabotage me.

                                     MILES
                         Aye-aye, captain.

                                     JACK
                         And if they want to drink Merlot, 
                         we're drinking Merlot.

                                     MILES
                              (dead serious)
                         If anyone orders Merlot, I'm leaving. 
                         I am not drinking any fucking Merlot!

                                     JACK
                         Okay, okay. Relax, Miles, Jesus. No 
                         Merlot. Did you bring your Xanax?

               Miles takes a SMALL BOTTLE from his pocket and rattles it.

                                     JACK
                         And don't drink too much. I don't 
                         want you going to the dark side or 
                         passing out. Do you hear me? No going 
                         to the dark side.

                                     MILES
                         Okay! Fuck!

               Miles quickly POPS A XANAX. Jack gives him a final look in 
               the eye.

                                     JACK
                         We're going in.

               INT. LOS OLIVOS CAFE - NIGHT

               The boys enter this cozy if crowded restaurant and exchange 
               words with the HOSTESS. Then they notice --

               MAYA AND STEPHANIE

               at a booth waving at them. They look great.

               MILES AND JACK

               make their way to the table, Jack wearing a broad, confident 
               SMILE.

               AT THE TABLE --

               Jack plops down next to Stephanie, while Miles politely eases 
               in on Maya's side. Jack touches a hand to Stephanie's bare 
               neck and massages it meaningfully.

                                     JACK
                         How you doin' tonight, beautiful?

                                     STEPHANIE
                         Good. How're you?

                                     JACK
                         Great. You look great.
                              (including Maya)
                         You both do.

                                     STEPHANIE
                         Not so bad yourself.

               Meanwhile Miles looks over at Maya and purses his lips in an 
               affable if uncomfortable smile. Then --

                                     MILES
                         What are you drinking?

                                     MAYA
                         A Fiddlehead Sauvignon Blanc.

                                     MILES
                         Oh yeah? How is it?

                                     MAYA
                              (sliding the glass)
                         Try it.

               As Miles swirls the wine and takes a sip, he begins to relax.

                                     MILES
                         Nice. Very nice.

                                     MAYA
                         Twelve months in oak.

                                     MILES
                         On a Sauvignon Blanc?

                                     MAYA
                         I know the winemaker. She comes in 
                         the restaurant all the time.

                                     MILES
                         This is good. Little hints of clove.

                                     MAYA
                         I know. I love that.

               LATER --

               A WAITER finishes listing off the specials.

                                     WAITER
                         ...medallions of pork with a dusting 
                         of black truffles served with a root 
                         vegetable foulon and wasabi-whipped 
                         potatoes. And finally a Copper River 
                         salmon grilled on an alder wood plank. 
                         And that comes with roasted new 
                         potatoes and steamed watercress.

               The four diners exchange looks of delight.

                                     WAITER
                         And who gets the wine list?

               Miles raises his hand and takes the leather-bound book.

                                     MAYA
                              (teasing)
                         I guess Miles wants it.

               Jack glares at Miles, who immediately gets the hint.

                                     MILES
                         Nope. You ladies choose.

               Jack smiles and nods his approval. Jack takes the book out 
               of Miles's hands and offers it to the girls.

                                     MAYA
                         You choose, Stephanie.

                                     STEPHANIE
                              (opening it)
                         So what does everyone feel like?

                                     JACK
                         Whatever you girls want. It's on us 
                         tonight. Sky's the limit.

                                     MAYA
                         No, we're paying for the wine.

                                     JACK
                         I don't think so. We're celebrating 
                         Miles's book deal.

                                     MAYA
                         Well, in that case...

               Miles draws a long breath.

                                     STEPHANIE
                         What's everyone ordering? Then we 
                         can sort out the wine.

                                     MILES
                         Exactement!

               Jack shoots Miles a look.

                                     MAYA
                         I'm having the salmon.

                                     MILES
                         That's what I'm having.

                                     STEPHANIE
                              (still scanning the 
                              wines)
                         I'm thinking about the duck breast.

                                     JACK
                              (slapping his menu 
                              shut)
                         Me too.

                                     MAYA
                         Well, that narrows things down.

               Stephanie lowers the menu so that only her eyes peer over 
               the top. She looks at the others, and they look back at her.

                                     STEPHANIE
                         Sounds like... Pinot Noir to me.

               Jack looks at Miles and raises one hand for a HIGH-FIVE.

                                     JACK
                         Pinot!

               Miles reluctantly slaps Jack's hand. This causes the girls 
               to laugh. MUSIC STARTS -- they're OFF!

               DINNER is improvised, but includes:

               -- The arrival of the FIRST WINE.

               -- The SALADS.

               -- Maya takes a turn with the wine list. Miles pushes her 
               finger down into the prices with THREE DIGITS.

               -- New stemware is provided with the arrival of the SECOND 
               WINE.

               -- The four of them DRINK. Particularly Miles.

               -- Stephanie and Jack get cozier and cozier.

               -- The SALMON and DUCK arrive.

               -- Miles is too shy to look into Maya's eyes. She's interested 
               and available -- it's too much for him.

               -- As Miles gets DRUNKER, the camera angles become sloppier, 
               the cutting choppier.

               -- Miles PONTIFICATES about some aspect of wine that Maya 
               and Stephanie find interesting. Left out in the cold, his 
               jaw tight, Jack wants to find a way in but can't.

               -- Miles reaches over to refill his glass, but Jack's arm 
               shoots out to stop him -- "Slow down."

               CLOSE ON MILES as a distant RUMBLE begins to sound, the rumble 
               of an oncoming ANXIETY ATTACK. By now he has drunk so much 
               that he spaces out, descending into --

               INT. UNDERWORLD - DARK AND TIMELESS

               Miles is boarding an OPEN BOAT atop this underground river, 
               the River Styx. Just beyond a ghoulish HUMAN CARGO the hooded 
               boatman CHARON wields a long staff. Miles is crossing over 
               to the dark side.

               INT. LOS OLIVOS CAFE - BACK AGAIN

               Miles returns to earth to find Jack and Stephanie now in 
               their own little world -- Jack explaining something to 
               Stephanie that she finds fascinating, just FASCINATING.

               -- Miles converses with Maya, but it's clear from her bemused 
               expression that he's being charming if not entirely coherent.

               -- ANOTHER WINE reaches the table -- a Comte Armand Pornrnard.

               -- Miles looks over at Jack and Stephanie. They share a short 
               but sensual kiss.

               MOMENTS LATER --

               Miles is on his feet threading his way through the tables. 
               He is very unsteady, and we cut between first and third person 
               perspectives.

               AT THE BATHROOMS --

               He tries the MEN'S ROOM door but it's locked. He pulls the 
               XANAX out his pocket and pops one in his mouth, swallowing 
               it dry.

               He notices a PAYPHONE nearby. Thinking better of it for a 
               moment, Miles makes a drunken bee-line for the receiver.

               CLOSE ON THE KEYPAD --

               as many numbers are dialed, and we HEAR the TONES, completely 
               out of sync, along with a sound melange of interior phone 
               RINGING and a PICKUP.

               THE RECEIVER --

               As Miles presses it desperately to his head.

                                     VICTORIA (ON THE PHONE)
                         Hello?

                                     MILES
                         Victoria.

                                     VICTORIA (ON THE PHONE)
                         Miles?

               Miles feigns an implausible upbeat tone.

                                     MILES
                         Victoria! How the hell are you?

                                     VICTORIA (ON THE PHONE)
                         Fine. What's, uh, what's on your 
                         mind?

                                     MILES
                         Heard you got remarried! 
                         Congratulations. Didn't think you 
                         had the stomach for another go-round.

                                     VICTORIA (ON THE PHONE)
                         Oh, Miles. You're drunk.

                                     MILES
                         Just some local Pinot, you know, 
                         then a little Burgundy. That old 
                         Cotes de Beaune!

               Miles laughs at his own non-existent joke.

                                     VICTORIA (ON THE PHONE)
                         Where are you?

                                     MILES
                         A little place in Los Olivos. New 
                         owners. Cozy ambiance. Excellent 
                         food too -- you should try it. Thought 
                         of you at the Hitching Post last 
                         night.

               Silence.

                                     MILES (CONT' D)
                         Hello?

                                     VICTORIA (ON THE PHONE)
                         Miles, don't call me when you're 
                         drunk.

                                     MILES
                         I just wanted you to know I've decided 
                         not to go to the wedding, so in case 
                         you were dreading some uncomfortable, 
                         you know, run-in or something, well, 
                         worry no more. You won't see me there. 
                         My wedding gift to you and what's-
                         his-name. What is his name?

                                     VICTORIA (ON THE PHONE)
                              (silence, then --)
                         Ken.

                                     MILES
                         Ken.

                                     VICTORIA (ON THE PHONE)
                         Miles, I don't care if you come to 
                         the wedding or not.

                                     MILES
                         Well, I'm not coming, Barbie. So you 
                         guys have fun.

                                     VICTORIA (ON THE PHONE)
                         I'm going to hang up now, Miles.

                                     MILES
                              (rushing to keep her 
                              on)
                         You see, Vicki, I just heard about 
                         this today, you getting married that 
                         is, and I was kind of taken aback. 
                         Kind of hard to believe.

               Silence.

                                     MILES
                         I guess I just thought there was 
                         still some hope for us somewhere 
                         down the road and I just, I just --

                                     VICTORIA (ON THE PHONE)
                         Miles, maybe it is better if you 
                         don't come to the wedding.

               Miles sucks something from between his two front teeth.

                                     MILES
                         Whatever you say, Vicki. You're the 
                         boss.

               He HANGS UP as nonchalantly as if it had been a sales call 
               and heads back to the table.

               EXT. DEEP CANYON - DAY

               For a flash, Miles is walking an unstable, narrow ROPE BRIDGE 
               extending vertiginously across a great CHASM.

               INT. LOS OLIVOS CAFE - BACK AGAIN

               Miles reaches the table, tries to sit and SLIPS ONTO THE 
               FLOOR.

               Although at first Jack blinks heavily in disgust, the girls 
               burst into hysterical LAUGHTER. Jack then laughs too, perhaps 
               OVER-LAUGHING.

                                     JACK
                         Easy, boy. Easy.

               Maya helps him back into the booth.

                                     MAYA
                         Are you all right?

                                     MILES
                         Fine. Just slipped.
                              (picking up his glass)
                         This is my blood.

               Miles drinks. Stephanie makes a head gesture to Maya, who 
               nods in return.

                                     STEPHANIE
                              (to the guys)
                         Excuse us.

                                     MAYA
                         Sorry to make you get up again, Miles.

                                     MILES
                         That's okay.

               Miles and Jack allow the girls to pass. Then --

                                     JACK
                         What the fuck, man? What is up?

               Miles reaches for his wine glass, but Jack moves it away.

                                     JACK
                         Pull yourself together, man.

                                     MILES
                         I'm fine!

               But in throwing open his arms for emphasis, he spills a WATER 
               GLASS. Jack rights it and throws a napkin on the tablecloth.

                                     JACK
                         Where were you?

                                     MILES
                         Bathroom.

                                     JACK
                         Did you drink and dial?

               Miles's silence confirms his guilt and shame.

                                     JACK
                         Why